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Terms and conditions of sale

Preamble

1) These general conditions shall apply to all supplies of products and services (hereinafter "the Product") from TORA A/S, unless otherwise agreed in writing.

2) The current general conditions shall apply with any sales and/or delivery contract between TORA A/S and the customer (hereinafter "the Contract"). In the event of non-conformities or discrepancies between the Contract and these general conditions, the Contract shall take preference.

Product information

Only the information and data included in the Contract and/or the general conditions are binding on TORA A/S. All information and data contained in product brochures, price lists or any other document are only binding when referred to explicitly in the Contract.

Drawings and specifications

All drawings and technical specifications concerning a product supplied by TORA A/S shall remain the property of TORA A/S. Such drawings or technical specifications can only be used for the purpose stipulated upon handover, and cannot be copied, given or disclosed to a third party without the written consent of TORA A/S.

Delivery

If a delivery clause is included in the Contract, it will be interpreted according to INCOTERMS 2000. Unless otherwise agreed in writing, all deliveries from TORA are ex-works (INCOTERMS 2000). Deliveries made in instalments from TORA are permitted, unless otherwise agreed in writing in the Contract.

Rules and requirements

All rules and requirements laid down by the public authorities concerning the product shall be explicitly stipulated in the Contract, if they are binding in the relationship between TORA and the Customer. The Customer shall bear the risk for any change in such rules and/or requirements after entering into the Contract. In the event of changes to such rules and/or requirements after entering into the Contract, TORA shall take reasonable steps to revise the product accordingly at the request of the Customer and contingent on a change in price. This provision cannot be interpreted such that TORA is responsible for making such revisions.

Delivery date, delay

1) Delivery shall take place by the date stated in the Contract at the latest. If no delivery date is agreed, delivery shall take place on a date deemed to be reasonable by TORA.

2) Should a delivery from TORA be delayed, and TORA receives notification of the same from the Customer, or if TORA expects to be unable to deliver the product on the agreed date, TORA shall notify the Customer accordingly, stating the reason for the delay along with an additional period of reasonable duration within which delivery will be made.

3) The Customer has no other rights arising from such delay as referred to in item 2.

4) Should the Customer expect to be unable to receive the product on the agreed delivery date, the Customer shall notify TORA without undue delay, stating the reason and giving a date when it will be possible to receive the delivery.

5) In the event of failure on the part of the Customer to receive a delivery, TORA can define a reasonable period within which the Customer shall take delivery. If the Customer fails to take delivery within that period, TORA can cancel the Contract in whole or part. Furthermore, TORA is fully entitled in any circumstances to conventional compensation equivalent to 10% of the Contract value. In the event of TORA incurring a loss of more than 10% of the Contract value, the Customer shall indemnify TORA for such a loss.

6) Should the Customer fail to receive the delivery by the agreed delivery date, it shall pay that part of the purchase price that falls due on the delivery date as if delivery had taken place. TORA shall ensure that the product is stored at the Customer's expense and risk.

Payment

1) Unless otherwise agreed, the purchase price shall be payable on the delivery date.

2) Regardless of method of payment, payment will only be deemed to have been made when the full outstanding amount is irrevocably credited to TORA's bank account.

3) Failure on the part of the Customer to pay on time shall entitle TORA to charge penalty interest as from the due date. The applicable interest rate is CIBOR (the Copenhagen Interbank Offered Rate) + 12% p.a. In each instance of late payment by the Customer, TORA can opt to temporarily suspend fulfilment of any of its contractual undertakings until payment is made in full. TORA shall notify the Customer without delay of any such suspension.

4) Any late payment by the Customer shall be regarded as a material breach of contract, whereupon TORA is entitled to cancel the Contract, and to claim compensation for loss incurred.

Right of ownership

All products remain the property of TORA until payment is made in full. Right of ownership shall not affect the transfer of risk.

Guarantee

1) TORA shall remedy all defects or deficiencies due to faults in construction, material or manufacturing in accordance with items 2-8 below (hereinafter referred to as "the Defect").

2) The Customer shall give TORA notification of any defect as soon as the Customer has discovered, or should have discovered it. Such notification shall include a description of the nature of the Defect, along with the packaging ID number, delivery note number or bar code.

3) Under any circumstances, the Customer shall always be obliged to notify TORA of any defect within 12 months from the date when the Customer's product in which TORA's product is a component part is put into operation, and always within 18 months from the date the product was delivered from TORA. Failure to provide due notification according to the above shall cause the Customer to forfeit the right to claim for any defect.

4) TORA can opt to either supply a replacement product, or repair the defective product. All repairs or supply of replacement products shall be made to the originally-agreed delivery address for the product. If TORA fails to deliver a replacement product or repair a defective product within a reasonable period of time after receiving notification of the Defect, the Customer can notify TORA of an additional period of a reasonable duration, within which TORA shall supply a replacement product or repair the defective product. If TORA cannot supply a replacement product or repair the defective product within the additional period stipulated by the Customer, the Customer is entitled to either:

A) Demand a proportional discount from the purchase price up to 10%, or
B) to cancel the Contract, providing the Defect comprises a material breach of contract on the part of TORA.

5) A defective product (or part of the same) which has been replaced by TORA shall be made available to TORA and remain its property.

6) TORA cannot be held liable for any defect occurring as a result of any form of use of the product that is not in compliance with the working conditions foreseen in the Contract, or any other form of incorrect use.

7) TORA's liability does not extend to defects or deficiencies due to lack of or incorrect maintenance, incorrect installation or repair performed by the Customer, or modifications made without the written consent of TORA. TORA's liability does not extend to normal wear and tear.

8) THE CUSTOMER HAS NO OTHER RIGHTS THAN THOSE STATED IN ITEMS 2-7, WHICH SHALL APPLY IN THE PLACE OF ALL OTHER WRITTEN AND VERBAL GUARANTEES. EXEMPTED ARE SUCH GUARANTEES CONTAINED IN AGREED SPECIFICATIONS AND GUARANTEES MANDATORY ACCORDING TO LAW.

Product liability

1) TORA's liability for death, personal injury or damage to property caused by defects or deficiencies in the product is limited to that laid down in the mandatory rules of EU product liability law.

2) TORA cannot be held liable for material damage caused by the product after it has been delivered and while in the Customer's possession. TORA cannot be held liable for any form of damage to products manufactured by the Customer, or to products in which the Customer's products are a component. TORA cannot incur product liability in accordance with Danish legal practice.

3) If TORA incurs liability to a third party for damage as referred to above, the Customer shall indemnify TORA.

4) If a third party makes a claim against one of the Parties in connection with damage as described in the three items above, the first Party shall inform the second Party accordingly in writing. TORA and the Customer are mutually obliged to be the joint defendants in a court or arbitration board considering a claim for compensation raised against either of them on the basis of damage alleged to have been caused by the product, although always contingent on such claims being based on the irrevocable rules of EU product liability law.

Force majeure

1) Both Parties are entitled to suspend fulfilment of their contractual obligations when such fulfilment is prevented or made unreasonably burdensome by one or more of the following circumstances: fire, war (whether declared or not), military mobilisation, rebellion, requisition, confiscation, embargo, restrictions on energy use, labour disputes and shortages of or delays in supplies from suppliers due to any of the above circumstances beyond the control of the Parties, and that affect their ability to fulfil the Contract (hereinafter "Force Majeure"). The circumstances referred to in the item above, regardless of whether they occurred before or after the Contract came into effect, only imply freedom from liability if their influence on fulfilment of the Contract could not have been foreseen when entering into the Contract.

2) A Party that wants to declare Force Majeure shall immediately inform the other Party in writing when it occurs and ends. If Force Majeure prevents the Buyer from fulfilling its contractual obligations, it shall indemnify TORA against expenditure that TORA may incur to ensure and protect the product, and for other expenditure caused by temporary suspension of contractual undertakings.

3) Notwithstanding what else is stated in these general conditions, each Party is entitled to cancel the Contract by giving notice in writing to the other Party, providing fulfilment of the Contract has been suspended in accordance with item 1 for more than six months.

Expected non-fulfilment

Notwithstanding the other provisions in these conditions concerning suspension of fulfilment, both Parties are entitled to suspend fulfilment of their contractual undertakings if the circumstances clearly indicate that the other Party will be unable to fulfil its undertakings. The Party suspending its fulfilment of the Contract shall inform the other Party immediately and in writing.

Confidentiality

Both Parties shall treat all information they receive from the other Party with regard to the product or Contract with complete confidentiality, although always contingent on information received not already being in the public domain.

Operating loss etc.

Neither Party can be held liable to the other Party for criminal compensation, justified compensation, indirect compensation, compensation of special loss, operating loss, including (but not limited to) operating loss as a result of reduced production, lower profits, impaired use, loss of earnings, loss of goodwill and lost contracts.

Jurisdiction and disputes

These conditions and any related contractual relationship between TORA and the Customer shall be regulated in accordance with the United Nations Convention on Contracts for the International Sale of Goods (CISG) and in accordance with Denmark's material legislation with regard to matters not regulated by CISG. Any dispute and claim arising as a result of or in connection with these general conditions and any contractual relationship between TORA and the Customer in connection with the same shall be settled according to the "Rules of the Danish Institute of Arbitration (Copenhagen Arbitration)" by a single arbitrator, appointed by the institute in accordance with said rules. The arbitrator's decision is final and binding on both Parties. Arbitration cases shall be heard in Copenhagen, and the language used shall be English. Notwithstanding the above, TORA can opt to demand that any dispute shall be settled by the Copenhagen Maritime and Commercial Court, or other national court in a land in which the Customer has a registered place of business.